Terms and Conditions

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS
CAREFULLY. BY USING THE SOPHIOSOFT WEB SITE (SOPHIO)
site, YOU AGREE TO THE TERMS CONTAINED IN THESE TERMS OF
USE (THE AGREEMENT). THE PARTIES
CONFIRM THAT THIS AGREEMENT AND ALL RELATED
DOCUMENTATION IS AND WILL BE DRAFTED IN ENGLISH. IN
CERTAIN CASES THE TERM E-STORE MAY PERTAIN TO OUR B2C OR
B2B SOFTWARE. THE Sophio.com WEBSITE WILL ALSO
APPLY TO CUSTOMER'S HOSTED WEBSITES.

INTELLECTUAL PROPERTY OWNERSHIP

Any and all intellectual property rights associated
with the SOPHIO SOFTWARE Site and the text, software,
music, sound, photographs, video, graphics, domain
names, URL's, advertisements, commercially produced
information, and other materials contained on the Sophio.com Site
(SOPHIO Content), including without
limitation any inventive concepts, know-how, publicity
rights, trademarks, trade-dress, trade secrets,
copyrights and patents (Intellectual Property),
are the sole property of SOPHIO (SOPHIO)
or its third party licensors, and, except as provided in
this Agreement, may not be copied, reproduced, modified,
uploaded, downloaded, transmitted, or distributed in any
way. Except as provided in this Agreement, SOPHIO does
not grant to you any express or implied rights to SOPHIO's
or any third party's Intellectual Property. The SOPHIO
Intellectual Property is protected by copyright, trade
secret, and other intellectual property laws and by
international treaties, all of which provide rights and
obligations that are supplemental to the rights and
obligations set forth in this Agreement.

USE OF SOPHIO CONTENT

You understand and agree that you are permitted to
use SOPHIO Content only as expressly authorized by SOPHIO
or its third party licensors, as applicable. You may
download, view, copy and print SOPHIO Content, subject
to the following: (a) the SOPHIO Content may be used
solely for personal, informational, non-commercial
purposes; (b) proprietary rights notices may not be
removed or altered; and (c) the SOPHIO Content may not
be modified or altered in any way.

TRADEMARKS

All SOPHIO graphics, logos, page headers, button
icons, scripts, commercial markings and service names
are registered trademarks, trademarks or trade dress of SOPHIO.
SOPHIO's trademarks and trade dress may not be used in
connection with any product or service that is not SOPHIO's,
in any manner that is likely to cause confusion among
customers, or in any manner that disparages or
discredits SOPHIO. All other trademarks not owned by SOPHIO
that appear on the Sophio.com Site are the property
of their respective owners, who may or may not be
affiliated with, connected to, or sponsored by SOPHIO

USER RESPONSIBILITIES

In consideration for your use of the Sophio.com Site
or software, you must: (1) provide all equipment
necessary for accessing and utilizing the Sophio.com Site;
(2) provide for your own access to the World Wide Web
and pay any telephone service fees or other charges
associated with your access; and (3) agree to adhere to
the terms of this Agreement. If you decide to purchase
products or services through the Sophio.com Site via
the E-Store, you agree to: (1) provide certain current,
complete, and accurate information about yourself as
prompted to do so during checkout (this information will
be referred to as Customer Information);
and (2) maintain and update your Customer Information as
required to keep it current, complete and accurate. All
Customer Information will be handled in accordance with
the terms of the SOPHIO Privacy Policy. SOPHIO reserves the right to terminate your
right to use the Sophio.com Site or block your
access to the Sophio.com Site if SOPHIO learns that
you have provided SOPHIO with false, inaccurate or
misleading Customer Information or that you have
otherwise violated this Agreement. SOPHIO reserves the
right to change its criteria for allowing access to the Sophio.com Site,
at any time, in its sole discretion.

LINKS TO OR COMMUNICATIONS WITH THIRD PARTY
WEB SITES AND SERVICES

Any links, including click-through and other
advertisements and promotions, on the Sophio.com Site
to third party web sites or resources are provided
solely for your convenience. By clicking on any link to
a third party web site you acknowledge and agree that,
unless expressly stated otherwise: (1) you will be
leaving the Sophio.com Site; (2) SOPHIO has not
reviewed, does not monitor, and has no control over the
content, advertising, order fulfillment, billing,
customer service, products, or availability of any third
party web sites or resources, and you bear all risks
associated with the use of third party web sites or
resources; and (3) SOPHIO is not responsible or liable,
directly or indirectly, for any loss or damage of any
sort incurred or alleged to be caused by or in
connection with your use of or reliance on any content,
products, or services available on third party web sites
or resources, or for your purchase of products from
third party web sites whose products may also be offered
through the Sophio.com Site.

USER MATERIALS

The Sophio.com Site contains e-mail and other
functions for you to provide files, data, media, orders,
product inquiries, graphics, text or other information
to SOPHIO (User Materials). You hereby grant (or warrant
that the owner of rights to the content or information
has expressly granted) SOPHIO the world-wide, royalty
free and non-exclusive license to use, reproduce,
modify, adapt, publish, translate, create derivative
works of, distribute, perform, and display User
Materials (in whole or in part) and to incorporate them
in other works in any form, media, or technology now
known or later developed on the Sophio.com Site.
User Materials do not include your Customer Information,
which is handled in accordance with the SOPHIO Privacy Policy. You agree not to provide SOPHIO with
any User Materials that are confidential. You understand
that the technical processing and transmission of
information on the Sophio.com Site may involve (a)
transmissions over various networks; and (b) changes to
conform and adapt to technical requirements of
connecting networks or devices. In the event that you
make accessible communications or other materials that
infringe the copyrights of a third party, SOPHIO will
terminate your access to the Sophio.com Site in
accordance with SOPHIO's Copyright Policy as set forth
below.

PERSONALLY IDENTIFIABLE INFORMATION

For detailed information regarding SOPHIO's use of
your Customer Information and any other personally
identifiable information you may submit, please read our
Privacy Policy.

IDEA SUBMISSION POLICY

SOPHIO will not accept or consider unsolicited ideas,
including without limitation ideas for new products,
services, advertising campaigns, promotions,
technologies, processes, materials, marketing plans, or
product names. The purpose of this policy is to avoid
potential misunderstandings or disputes when SOPHIO
products or services (collectively, SOPHIO
Products) might seem similar to ideas submitted
to SOPHIO. Please do not send your unsolicited ideas or
any original materials (e.g., creative artwork, samples,
demos, or other works) to SOPHIO or anyone at SOPHIO.
If, despite this request, you still send us your ideas
and materials, please understand that SOPHIO will not
treat your ideas or materials as confidential or
proprietary.

TERMINATION

SOPHIO may terminate this Agreement at any time with
or without cause. You agree that SOPHIO, in its sole
discretion, may terminate your access to all or a
portion of the Sophio.com Site, cancel any orders
you have placed for products or services via the
E-Store, and remove and discard any User Materials or
Customer Information within the Sophio.com Site, for
any reason, including, without limitation, lack of use,
or if SOPHIO believes that you have violated this
Agreement. You agree that any termination of your access
to the Sophio.com Site may be effected without prior
notice, and acknowledge and agree that SOPHIO may delete
your account information in accordance with the SOPHIO
Privacy Policy and/or prevent any further access to the Sophio.com Site.
Further, you agree that SOPHIO will not be liable to you
or any third party as a result of SOPHIO's termination
of your access to the Sophio.com Site. Should you
object to any provision of this Agreement or any
subsequent modifications to it, or become dissatisfied
with the Sophio.com Site in any way, your only
recourse is to cancel your account by sending a request
for cancellation to sales@Sophio.com.
Upon confirmation of your request, your account will be
cancelled and all your User Materials and Customer
Information will be deleted in accordance with the SOPHIO
Privacy Policy.

ACCEPTABLE USE

In consideration of your use of the Sophio.com Site,
you understand and agree that you are solely and
entirely responsible for any and all activities that
occur under your account. You agree to immediately
notify SOPHIO of any unauthorized use of your account or
any other breach of security of which you are aware.

You agree that you will use the Sophio.com Site
in a manner that complies with all applicable,
international, federal, state, and local laws, and,
subject to SOPHIO's obligations under its Privacy
Policy, you acknowledge that you are solely responsible
for any User Materials that you upload, download,
transmit or otherwise process using the Sophio.com Site.

You agree not to:

(a) upload, download or transmit via the Sophio.com Site
any User Materials that are offensive, vulgar,
profane, obscene, sexually explicit, pornographic,
inflammatory, harassing, excessively violent,
threatening, tortuous, invasive of another's privacy
or publicity rights, abusive, hateful, libelous or
defamatory, plagiarized, harmful to minors, racially,
ethnically, or otherwise objectionable in any way,
infringe any patent, trademark, copyright, rights of
publicity, or other intellectual property right, would
constitute or encourage a criminal offense, violate
the rights of any party, would otherwise give rise to
criminal or civil liability or violate any local,
state, national, or international law, contain direct
links (by a single click) to web sites that contain
information of the kind described in this section, or
constitute unsolicited promotions, advertising
materials, "spam," chain-letters, or other
such solicitation;

(b) use the Sophio.com Site to publicly
broadcast, transmit, or display User Materials for
"pay-per-download" or other commercial
purposes, or which include a virus, worm,
Trojan-horse, sniffer, or other code designed to
acquire information about other users or disrupt the
functionality or availability of any computer program,
database, the Sophio.com Site or any Internet
host;

(c) disguise your identity by spoofing, forging
headers, using third-party relayers, or otherwise
obscuring the origin of transmitted User Materials
including impersonating another person or entity;

(d) disrupt or interfere with the security of, or
otherwise abuse, the Sophio.com Site, or any
services, system resources, accounts, servers or
networks connected to or accessible through the Sophio.com Site
or affiliated or linked services, or use any device or
software designed to circumvent technological measures
employed to control access to the Sophio.com Site
or products made available on the Sophio.com Site;

(e) harvest or otherwise collect information about
others, including e-mail addresses, without their
express consent;

(f) sublicense, lease, rent, sell, resell, or
otherwise transfer rights to the Sophio.com Site
or exploit for any commercial purposes any use of the Sophio.com Site;

(g) modify, translate, decompile, reverse-engineer,
disassemble, or create derivative works based on the Sophio.com Site,
or bypass the Sophio.com Site and directly access
any individual components of or products that are
included in the Sophio.com Site; or

(h) alter or remove any copyright, trademark, logo,
symbol, or proprietary or other legal notices
displayed on the Sophio.com Site or in SOPHIO
Content printed or downloaded through the Sophio.com Site,
or contained in or included with products or services
received through the Sophio.com Site.

NO OTHER WARRANTIES

EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN THIS
AGREEMENT AND ANY APPLICABLE SOPHIO END USER LICENSE
AGREEMENT, THE SOPHIO SOFTWARE AND PRODUCTS OFFERED
THROUGH THE SOPHIOSOFT WEBSITE UNDER THIS AGREEMENT ARE
PROVIDED "AS-IS" AND "AS-AVAILABLE"
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE, NON-INFRINGEMENT, OR SECURITY AND ACCURACY, AS
WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE
OF DEALING, OR COURSE OF PERFORMANCE. SOPHIO DOES NOT
AUTHORIZE ANYONE TO MAKE WARRANTIES ON ITS BEHALF AND
YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. SOPHIO AND
ITS VENDORS AND SERVICE PROVIDERS DO NOT WARRANT THAT
YOUR USE OF THE SOPHIO SOFTWARE WILL BE UNINTERRUPTED,
TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE. SOPHIO AND ITS
VENDORS AND SERVICE PROVIDERS DO NOT ENDORSE AND ARE NOT
RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY
CONTENT, OR (B) THE CAPABILITIES OR RELIABILITY OF ANY
PRODUCT OR THE SOPHIO SOFTWARE OBTAINED FROM SOPHIO OR A
THIRD PARTY SOURCE OTHER THAN AS REQUIRED UNDER
APPLICABLE CONSUMER PROTECTION LAW. YOU UNDERSTAND AND
AGREE THAT ANY SOPHIO CONTENT AND/OR MATERIAL
DOWNLOADED, UPLOADED, STORED OR TRANSMITTED BY YOU
THROUGH USE OF THE SOPHIO SOFTWARE IS DONE AT YOUR OWN
RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGES THAT RESULT FROM THE DOWNLOAD, UPLOAD, STORAGE
AND/OR TRANSMISSION OF SUCH CONTENT AND/OR MATERIAL. YOU
UNDERSTAND AND AGREE THAT ANY THIRD PARTY PRODUCTS OR
SERVICES PURCHASED THROUGH USE OF THE Sophio.com Site
ARE GOVERNED SOLELY BY THE THIRD PARTY'S TERMS AND
CONDITIONS AND APPLICABLE END USER LICENSE AGREEMENTS,
AND SOPHIO HAS NO RESPONSIBILITY FOR THIRD PARTY
PRODUCTS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW OR
OTHERWISE GOVERN THE SCOPE OF EXCLUSIONS OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY IN
FULL.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT
WILL SOPHIO, ITS LICENSORS, VENDORS, SERVICE PROVIDERS
OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
BE LIABLE WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY,
STRICT LIABILITY OR OTHERWISE FOR ANY DAMAGES,
INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL,
CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS,
BUSINESS INTERRUPTION, CORRUPTION OF CONTENT, AND LOSS
OR INACCURACY OF INFORMATION), ARISING OUT OF YOUR USE,
OR INABILITY TO USE, THE SOPHIO SOFTWARE, THE PRODUCTS
OFFERED THROUGH THE SOPHIO SOFTWARE WEBSITE, INCLUDING
WITHOUT LIMITATION THE SOPHIO PRODUCTS OR ANY THIRD
PARTY PRODUCTS OR SERVICES, OR FOR THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, WHETHER OR
NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF SOPHIO WAS
ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. THIS
LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO,
THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT YOUR
EQUIPMENT, FAILURE OR MECHANICAL OR ELECTRONIC EQUIPMENT
OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT
PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE
PROVIDER), UNAUTHORIZED ACCESS, THEFT, BODILY INJURY,
PROPERTY DAMAGE, OPERATOR ERRORS, STRIKES OR OTHER LABOR
PROBLEMS OR ANY FORCE MAJEURE. SOPHIO CANNOT AND DOES
NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS
TO THE SOPHIO SOFTWARE WEBSITE. SOME JURISDICTIONS DO
NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT, THE MAXIMUM LIABILITY
OF SOPHIO FOR DAMAGES WILL NOT EXCEED, IN THE AGGREGATE,
$100.00.

INDEMNITY

You agree to indemnify and hold SOPHIO and its
suppliers, licensors, vendors, service providers,
subsidiaries, affiliates, officers, agents, co-branders
or other partners, and employees, harmless from any
claim or demand, including reasonable attorneys' fees,
made by any third party due to or arising out of your
use of the SophioSoft software, and User Materials you
submit, transmit, store, upload or download through the Sophio.com Site,
any product received by you through the Sophio.com Site,
or any violation of this Agreement or the rights of
others.

SOPHIO respects the Intellectual Property rights of
others, and expects its users to do the same. In
accordance with the Digital
Millennium Copyright Act (DMCA) , SOPHIO
has designated an agent to receive notifications of
alleged copyright infringement associated with the Sophio.com Site.
SOPHIO will, upon receiving proper notice as set forth
below, use commercially reasonable efforts to remove or
disable access to any such material as set forth in the
DMCA. If you believe that your copyrighted work or the
copyrighted work of another party is being infringed,
please notify our copyright agent:

When notifying us of the alleged copyright
infringement, please include all of the following
information:

a) A physical or electronic signature of a person
authorized to act on behalf of the copyright owner;

b) Identification of the copyrighted work claimed to
have been infringed;

c) Identification of the material that is claimed to
be infringing and information reasonably sufficient to
locate the material;

d) Information reasonably sufficient to contact the
complaining party, such as an address, telephone number,
and, if available, an electronic mail address;

e) A statement that the complaining party has a good
faith belief that the use of the material in the manner
complained of is not authorized by the copyright owner,
its agent, or the law; and

f) A statement that the information in the
notification is accurate, and, under penalty of perjury,
that the complaining party is authorized to act on
behalf of the owner of an exclusive right that is
allegedly infringed.

SOPHIO reserves the right to terminate your use of
the Sophio.com Site for any actual or alleged
copyright infringement.

NOTICES

All notices to a party shall be in writing and shall
be made via e-mail to support@Sophio.com
for notices to SOPHIO, or to the e-mail address that you
provide to SOPHIO as part of your Customer Information
for notices to you, or such other address as either
party may specify. Notice shall be deemed given 48 hours
after the e-mail is sent, unless the sending party is
notified that the e-mail address is invalid.
Alternatively, notices to SOPHIO may be sent by regular
mail, postage prepaid to SOPHIO's address provided
below. SOPHIO may also broadcast notices or messages, or
other matters of importance, on this web site; such
broadcasts will constitute notice to you.

EXPORT
You may not export from the United States or allow the
export or re-export of any part of the Sophio.com Site
or products obtained via the Sophio.com Site, in
violation of any restrictions, laws or regulations of
the United States Department of Commerce, the United
States Department of Treasury Office of Foreign Assets
Control, or any other United States or applicable
foreign agency or authority. You agree to defend and
indemnify SOPHIO from and against any damages, fines,
penalties, assessments, liabilities, costs and expenses
(including reasonable attorneys' fees and court costs)
arising out of any claim that the Sophio.com Site,
or any product or other information or materials
obtained from SOPHIO were exported or otherwise
accessed, shipped or transported in violation of this
Section and all applicable laws and regulations.

MISCELLANEOUS

Entire Agreement. This Agreement
(and any additions or modifications to this Agreement
mutually agreed to in writing by the parties), and any
applicable End User License Agreement(s), shall
constitute the entire agreement and understanding
between you and SOPHIO with respect to the Sophio.com Site
and purchases made via the E-Store. While SOPHIO
reserves the right to modify this Agreement at any time,
the terms and conditions contained in this Agreement may
not be modified by you unless both you and an authorized
representative of SOPHIO execute a separate written
agreement.

Severability. If any provision of
this Agreement is held to be unenforceable for any
reason, that provision will be reformed only to the
extent necessary to make it enforceable, and that
determination will not affect the enforceability of the
provision at issue or of the remaining provisions of
this Agreement.

Applicable Law. This agreement is
subject to applicable United States federal laws and
federal and state tariffs, if any, and the laws of the
State of Florida, without regard to conflicts of law
provisions, and you hereby consent to the exclusive
jurisdiction of the state and federal courts residing in
the State of Florida. The United Nations Convention on
Contracts for the International Sale of Goods do not
apply to this Agreement.

Assignment. SOPHIO may assign its
rights and duties under this Agreement without the
assignment being considered a change to the Agreement
and without notice to you. We are then released from all
liability. You may not assign this Agreement without the
prior written consent of SOPHIO. All rights and
obligations under this Agreement will bind and inure to
the benefit of the parties to this Agreement and their
respective successors and permitted assigns.

SOPHIO E-STORE

The following provisions specifically relate to the b2c
portion of the Sophio.com Site. All other provisions
of this Agreement apply to the b2c as well:

Order Acceptance

Your receipt of an electronic or other form of order
confirmation does not constitute SOPHIO's acceptance of
your order for products or services offered through the Sophio.com Site,
nor does it constitute confirmation of SOPHIO's offer to
sell you a particular product or service. SOPHIO
reserves the right at any time after receipt of your
order to accept, decline, or limit your order for any
reason. Your credit card will not be charged until SOPHIO
has accepted your order and prepared your order for
shipment or for download. All orders placed over
$2000.00 (U.S.) must obtain pre-approval with an
acceptable method of payment, as established by our
credit and fraud avoidance department. We may require
additional verifications or information before accepting
any order. Price and availability of products and
services offered through the Sophio.com Site are
subject to change without prior notice. To the extent we
provide information on the availability of SOPHIO
Products or products and services provided by third
party vendors, suppliers, publishers, and manufacturers
(collectively Third Party Products), we
attempt to be as accurate as possible. However, SOPHIO
does not warrant that product descriptions, product
availability or other information on the Sophio.com Site
is accurate, complete, reliable, current, or error-free.
SOPHIO will not be liable for any lack of availability
of SOPHIO Products or Third Party Products you may order
through the Sophio.com Site. If your purchase order
or any other communication with SOPHIO contains
provisions inconsistent with this Agreement, this
Agreement will prevail.

Shipping/Handling/Customer Service

Information regarding shipping and handling,
discounts, returns, and other customer services for all
products offered through the Sophio.com Site will be
as set forth in the "FAQ" section of the
E-Store.

Receipts/Coupons/VIP And Academic Pricing

If you would like a receipt for any product or
service ordered through the Sophio.com Site, you
must: (1) send an e-mail to sales@Sophio.com;
and (2) enter your e-mail address and the date of
purchase. You will then receive an e-mail from SOPHIO
with your receipt. To receive VIP discounts on products
and services offered through the Sophio.com Site,
enter your VIP code in the VIP input box on the Sophio.com Site,
and press the VIP code button. Once you enter your code,
all applicable prices offered through the Sophio.com Site
will be changed to reflect your code discount. Academic
pricing is available to customers who are in school or
work for an educational institution.

Security

The purchase area of the b2c is designed to be
secure. This means that any information you send us is
protected by encryption. All messages are sent in an
encrypted "digital envelope" and authenticated
to verify the identity of both the sender and the
receiver of the transaction. However, no connection to
the Internet is completely secure. If you experience
fraudulent use of your credit card as a result of
shopping with SOPHIO, notify your credit card company in
accordance with its reporting rules and procedures. Most
companies will either cover all of the fraudulent
purchases or hold you liable for a maximum of $50.
Should your credit card company discover credit card
fraud and hold you liable for some portion of the
unauthorized charges, and provided the purchase was made
through our secure server, SOPHIO will reimburse you for
the maximum liability of $50. You can always order
products or services by telephone or fax. Call us at
1-603-436-6868.

Limited Warranty

SOPHIO offers through the b2c both SOPHIO Products
and Third Party Products. Certain SOPHIO Products and
Third Party Products may be subject to End User License
Agreements in addition to this Agreement. In the event
of a conflict between any provision of a SOPHIO End User
License Agreement and this Agreement, the provision of
the SOPHIO End User License Agreement will control as to
the particular conflicting provision.

SOPHIO Products: During the period within
thirty (30) days after you download a SOPHIO Product or
within thirty (30) days after you receive a SOPHIO
Product if the product is shipped to you rather than
downloaded (Warranty Period), SOPHIO
will, at SOPHIO's sole option and without charge,
replace the SOPHIO Product if it fails to conform to the
product's accompanying documentation in effect at the
time of shipment or download, or refund the purchase
price of the SOPHIO Product, provided that SOPHIO will
not have any liability whatsoever for any damage to or
defect in a SOPHIO Product resulting directly or
indirectly from your abuse or misuse of the product. For
you to receive the benefit of this limited warranty, the
following must occur: (1) you must notify SOPHIO of your
claim of an alleged defect or nonconformity within the
Warranty Period; (2) you must return any SOPHIO Product
to SOPHIO (if the product was shipped), or certify in
writing to SOPHIO that the product has been destroyed
(if the product was downloaded); and (3) SOPHIO must
determine that the SOPHIO Product is defective or
nonconforming. If the SOPHIO Product has been shipped to
you and the package is unopened, you may return the SOPHIO
Product to SOPHIO, at your expense, any time within the
Warranty Period for a refund of the purchase price.

Technical Support for SOPHIO Products: During
the Warranty Period, SOPHIO will provide technical
support to you for SOPHIO Products, without charge. If
you wish to purchase a technical support package beyond
the Warranty Period, you may do so through the E-Store,
but the support will be governed by a separate Support
Agreement.

Third Party Products: All Third Party Products
ordered through the b2c are subject to the terms and
conditions of the End User License Agreement between you
and the third party vendor (Third Party)
(if any), and any other Third Party policies and
procedures. All warranties, maintenance, updates,
liabilities or other obligations related to Third Party
Products will be provided for by the Third Party, and SOPHIO
will not be responsible for any Third Party Products,
except that SOPHIO will coordinate returns of Third
Party Products to Third Parties in accordance with the
customer service policies set forth in the FAQ.

Taxes

Prices listed through the Sophio.com Site do not
include any tax or other governmental charge or
assessment on the sale, shipment, download, or use of
any products sold to you. Such taxes and charges, when
applicable, may appear as separate additional charges.
You will be solely responsible for, and will pay to SOPHIO
upon demand, any such tax, charge or assessment, unless
you have furnished to SOPHIO an appropriate valid
certificate of exemption issued by or acceptable to the
tax authority in question.

MODIFICATIONS TO AGREEMENT OR Sophio.com Site

SOPHIO may at any time modify, update, or otherwise
change the provisions of this Agreement. If at any point
SOPHIO modifies the Agreement, you will see the word
"updated" next to the Terms of Use link on the
front page of SOPHIO. If any modification to this
Agreement is unacceptable to you, you may immediately
terminate your use of the Sophio.com Site or your
account. However, if you do not terminate your account,
or continue to use the Sophio.com Site following the
posting of any modification to this Agreement, your
continued use will be deemed an acceptance of that
modification. Accordingly, we encourage you to visit the
Sophio.com Site
from time to time to review the current version of this
Agreement. This Agreement was last modified on March
1, 2001. SOPHIO reserves the right to modify or
discontinue all or part of the Sophio.com Site,
temporarily or permanently, with or without notice to
you, and is not obligated to support or update the Sophio.com Site.
You acknowledge and agree that SOPHIO will not be liable
to you or any third party in the event that SOPHIO
exercises its right to modify or discontinue all or part
of the Sophio.com Site. Unless explicitly stated
otherwise, any new features that augment or enhance the
current Sophio.com Site will be subject to this
Agreement.

Acknowledgment. You acknowledge that (i) you have
read and understand this Agreement; and (ii) the
Agreement has the same force and effect as a signed
agreement..